FingerTango Inc. — AGM Information 2021

Jun 15, 2021

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in FingerTango Inc., you should at once hand this supplemental circular and the accompanying revised form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular.

==> picture [50 x 35] intentionally omitted <==

FingerTango Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6860)

SUPPLEMENTAL CIRCULAR RE-ELECTION OF DIRECTOR AND

SUPPLEMENTAL NOTICE OF THE POSTPONED ANNUAL GENERAL MEETING

This supplemental circular (the “ Supplemental Circular ”) should be read together with the circular of the Company dated 11 May 2021 (the “ Original Circular ”). The supplemental letter from the Board is set out on pages 1 to 4 of this Supplemental Circular.

A notice (the “ Original Notice ”) convening the annual general meeting of the Company (the “ AGM ”) to be held at 3/F, Huixin Building, No. 1132 Zhongshan Avenue West, Tianhe District, Guangzhou, PRC on 10 June 2021 (Thursday) at 10:30 a.m. is set out in the Original Circular. A supplemental notice (the “ Supplemental Notice ”) of the AGM which is postponed and rescheduled to 30 June 2021 (Wednesday) at 10:30 a.m. (the “ Postponed AGM ”) is set out on pages 5 to 6 of this Supplemental Circular.

A revised form of proxy for use in connection with the Postponed AGM is enclosed herewith. Whether or not you intend to attend the Postponed AGM, you are requested to complete and return the accompanying revised form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Postponed AGM (or any adjournment thereof). Completion and return of the revised form of proxy shall not preclude you from attending and voting in person at the Postponed AGM (or any adjournment thereof) should you so wish.

15 June 2021

CONTENTS

		Page
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Supplemental Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.	Re-Election of Director. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.	Recommendation of the Nomination Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.	Postponed AGM and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.	Change of Book Closure Period of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Supplemental Notice of the Postponed Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . 5

— i —

RESPONSIBILITY STATEMENT

This Supplemental Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Supplemental Circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this Supplemental Circular misleading.

— ii —

SUPPLEMENTAL LETTER FROM THE BOARD

==> picture [50 x 35] intentionally omitted <==

FingerTango Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6860)

Executive Directors: Mr. Liu Jie (Chairman and Chief Executive Officer) Mr. Zhu Yanbin

Independent Non-executive Directors: Mr. Guo Jingdou Ms. Yao Minru Dr. Liu Jianhua

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Principal place of business in Hong Kong: 40th Floor, Dah Sing Financial Centre 248 Queen’s Road East Wanchai Hong Kong

15 June 2021

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR RE-ELECTION OF DIRECTOR AND

SUPPLEMENTAL NOTICE OF THE POSTPONED ANNUAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the Original Circular, the Original Notice, the announcement of the Company dated 28 May 2021 in relation to, among other things, the resignation of executive Directors (the “ Announcement ”), and the announcement of the Company dated 4 June 2021 in relation to, among other things, the postponement of the AGM (the “ Postponement Announcement ”). Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as defined in the Original Circular, the Original Notice, the Announcement and the Postponement Announcement.

The purpose of this Supplemental Circular is to provide you with the information and to seek your approval in respect of the resolution to be proposed in respect of the re-election of Director and to give you the Supplemental Notice. This Supplemental Circular should be read in conjunction with the Original Circular.

— 1 —

SUPPLEMENTAL LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTOR

As disclosed in the Announcement, upon resignation of Mr. Wang and Mr. Liu as executive Directors, the resolutions in respect of the re-election of Mr. Wang and Mr. Liu have been withdrawn.

According to Article 84(1) of the Articles of Association, not less than one-third of the Directors for the time being shall retire from office by rotation at every annual general meeting of the Company and the retiring Directors shall be eligible for re-election. In accordance with Article 84(1) of the Articles of Association, Mr. Zhu Yanbin (“ Mr. Zhu ”) shall retire by rotation at the Postponed AGM and, being eligible, has offered himself for re-election as Director thereat.

The biographical details of Mr. Zhu are as follows:

Mr. ZHU Yanbin (朱炎彬), aged 40, was appointed as an executive Director on 19 June 2019 and is the co-founder of our Group and currently is the chief operating officer of our Company, mainly responsible for business operation and development of our Group. He has joined the Group and served as the vice president of Shanghai Youmin Networks Technology Limited since December 2013.

From June 2003 to December 2004, Mr. Zhu worked as a product manger at Shenzhen Xuntian Communication Technology Company Limited. From May 2005 to April 2006, he worked as a product manager at Shenzhen Haotian Investment Company Limited. From May 2006 to September 2007, he worked as an operation manager at Guangzhou Rock Mobile Networks Company Limited. From September 2007 to December 2012, he worked as the vice president of operation at Shenzhen Dongrun Information Consultation Company Limited, an advertising and consulting company, where he was mainly responsible for operation management.

Mr. Zhu obtained a graduate certificate in electronic commerce from Jinan University (暨南大學) in July 2003.

Mr. Zhu has entered into a service contract with the Company with a term of three years. Under the service contract, Mr. Zhu is entitled to a remuneration of HK$240,000 per annum.

Pursuant to Part XV of the SFO, Mr. Zhu is interested in 148,488,000 ordinary shares of the Company.

Save as disclosed above, as at the latest practicable date of this Supplemental Circular (8 June 2021), Mr. Zhu (i) has not held any directorship in any public listed companies in the past three years; (ii) does not or is not deemed to have any interest or short position (within the meaning of Part XV of the SFO) in any Shares, underlying Shares or debentures of the Company; (iii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iv) does not hold any other positions within our Group.

3. RECOMMENDATION OF THE NOMINATION COMMITTEE

The nomination committee has considered Mr. Zhu’s extensive experience, his working profile and other experience and factors as set out in his biographical details. The nomination committee is satisfied that Mr. Zhu has the required character, integrity and experience to continuously fulfill his role as an executive Director effectively. The Board believed that his re-election as an executive Director would be in the best interests of the Company and its Shareholders as a whole.

— 2 —

SUPPLEMENTAL LETTER FROM THE BOARD

4. POSTPONED AGM AND PROXY ARRANGEMENT

As disclosed in the Postponement Announcement, the AGM originally scheduled at 3/F, Huixin Building, No. 1132 Zhongshan Avenue West, Tianhe District, Guangzhou, PRC on 10 June 2021 (Thursday) at 10:30 a.m. is postponed and rescheduled to 30 June 2021 (Wednesday) at 10:30 a.m. to approve, among other things, the re-election of Director by way of ordinary resolution. The Supplemental Notice of the Postponed AGM is set out on pages 5 to 6 of this Supplemental Circular.

As a result of the additional resolution proposed subsequent to the despatch of the Original Notice, the Original Notice and the original form of proxy (the “ Original Form of Proxy ”) sent together with the Original Circular does not contain the additional resolution proposed as set out in this Supplemental Circular. In this connection, a revised form of proxy for use at the Postponed AGM (the “ Revised Form of Proxy ”) is enclosed with this Supplemental Circular.

If a Shareholder has not yet returned the Original Form of Proxy and wishes to appoint a proxy to attend the Postponed AGM on his/her behalf, he/she is required to submit the Revised Form of Proxy. In this case, the Shareholder shall not submit the Original Form of Proxy.

If a Shareholder has already returned the Original Form of Proxy in accordance with the instructions printed thereon, he/she should note that:

• (1) If no Revised Form of Proxy is returned by the Shareholder, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly proposed at the Postponed AGM, including the additional resolution as set out in the Supplemental Notice.

• (2) If the Revised Form of Proxy is returned by the Shareholder not less than 48 hours before the time appointed for the Postponed AGM, the Revised Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed.

• (3) If the Revised Form of Proxy is returned by the Shareholder after the closing time as set out in the Supplemental Notice, the Revised Form of Proxy will be deemed invalid. It will not revoke the Original Form of Proxy previously lodged by the Shareholder. The Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly proposed at the Postponed AGM, including the additional resolution as set out in the Supplemental Notice.

The Revised Form of Proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fingertango.com). To be valid, the Revised Form of Proxy must be completed and signed in accordance with the instructions stated thereon and returned to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Postponed AGM (or any adjournment thereof). Completion and return of the Revised Form of Proxy will not preclude you from attending and voting in person at the Postponed AGM (or any adjournment thereof) should you so wish.

— 3 —

SUPPLEMENTAL LETTER FROM THE BOARD

5. CHANGE OF BOOK CLOSURE PERIOD OF REGISTER OF MEMBERS

For determining the entitlement of Shareholders to attend and vote at the Postponed AGM, the register of members of the Company will be closed from 25 June 2021 (Friday) to 30 June 2021 (Wednesday), both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Postponed AGM, all transfers of shares documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, located at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on 24 June 2021 (Thursday).

6. RECOMMENDATION

The Board considers that the re-election of Mr. Zhu as an executive Director is in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of such resolution at the Postponed AGM.

Shareholders are advised to read this Supplemental Circular together with the Original Circular for information relating to the voting arrangement.

Yours faithfully, By Order of the Board FingerTango Inc. LIU Jie Chairman, Chief Executive Officer and Executive Director

— 4 —

SUPPLEMENTAL NOTICE OF THE POSTPONED ANNUAL GENERAL MEETING

==> picture [50 x 35] intentionally omitted <==

FingerTango Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6860)

SUPPLEMENTAL NOTICE OF THE POSTPONED ANNUAL GENERAL MEETING

Reference is made to the circular (the “ Original Circular ”) and the notice (the “ Original Notice ”) of the annual general meeting (the “ AGM ”) of FingerTango Inc. (the “ Company ”) both dated 11 May 2021, and the announcement of the Company dated 4 June 2021 in relation to, among other things, the postponement of the AGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the AGM originally scheduled to be held at 3/F, Huixin Building, No. 1132 Zhongshan Avenue West, Tianhe District, Guangzhou, People’s Republic of China (the “ PRC ”) on 10 June 2021 (Thursday) at 10:30 a.m. is postponed and rescheduled to 30 June 2021 (Wednesday) at 10:30 a.m. (the “ Postponed AGM ”) to consider and, if thought fit, approve the following resolution as ordinary resolution in addition to the resolutions set out in the Original Notice:

ORDINARY RESOLUTION

1. To re-elect Mr. Zhu Yanbin as an executive Director.

By order of the Board FingerTango Inc. LIU Jie Chairman, Chief Executive Officer And Executive Director

Guangzhou, the PRC, 15 June 2021

Notes:

1. Details of the above resolution is set out in the supplemental circular of the Company dated 15 June 2021.

2. As a result of the additional resolution proposed subsequent to the despatch of the Original Notice, the Original Notice and the original form of proxy (the “ Original Form of Proxy ”) sent together with the Original Circular does not contain the additional resolution proposed as set out in this supplemental notice. In this connection, a revised form of proxy (the “ Revised Form of Proxy ”) for the Postponed AGM is enclosed with this supplemental notice.

3. If a shareholder has not yet returned the Original Form of Proxy in accordance with the instructions printed thereon, and wishes to appoint a proxy to attend the Postponed AGM on his/her behalf, he/she is required to submit the Revised Form of Proxy. In this case, the shareholder shall not submit the Original Form of Proxy.

— 5 —

SUPPLEMENTAL NOTICE OF THE POSTPONED ANNUAL GENERAL MEETING

1. If a shareholder has already returned the Original Form of Proxy in accordance with the instructions printed thereon, he/ she should note that:

2. (1) If no Revised Form of Proxy is returned by the shareholder, the Original Form of Proxy will be treated as a valid form of proxy lodged by the shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly proposed at the Postponed AGM, including the additional resolution as set out in this supplemental notice.

3. (2) If the Revised Form of Proxy is returned by the shareholder not less than 48 hours before the time appointed for the Postponed AGM, the Revised Form of Proxy will be treated as a valid form of proxy lodged by the shareholder if duly completed.

4. (3) If the Revised Form of Proxy is returned by the shareholder after the closing time as set out in this supplemental notice, the Revised Form of Proxy will be deemed invalid. It will not revoke the Original Form of Proxy previously lodged by the shareholder. The Original Form of Proxy will be treated as a valid form of proxy lodged by the shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly proposed at the Postponed AGM, including the additional resolution as set out in this supplemental notice.

5. The Revised Form of Proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.fingertango.com). To be valid, the Revised Form of Proxy must be completed and signed in accordance with the instructions stated thereon and returned to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Postponed AGM (or any adjournment thereof). Completion and return of the Revised Form of Proxy will not preclude you from attending and voting in person at the Postponed AGM (or any adjournment thereof) should you so wish.

As at the date of this supplemental notice, the Board comprises Mr. LIU Jie and Mr. ZHU Yanbin as executive Directors and Mr. GUO Jingdou, Ms. YAO Minru and Dr. LIU Jianhua as independent non-executive Directors.

— 6 —